IMPORTANT - READ CAREFULLY: This Materials License Agreement (the "Agreement") is a legal agreement between you and Metro-Goldwyn-Mayer Studios Inc. ("MGM") with respect to certain images, photographs, videos, clips, fan kits, electronic files, code and other materials that MGM expressly makes available for download by users on the web site (collectively, the "Materials"). By downloading the Materials, you agree to be bound by the terms and conditions of this Agreement and MGM's Terms of Use at http://www.mgm.com/terms_of_use.php. Materials are included in the "Downloads" definition MGM's Terms of Use. If you do not agree to the terms and conditions of this Agreement or MGM's Terms of Use, do not download or otherwise use the Materials.

1. Unless otherwise expressly disclosed to you by MGM in writing at the time you download Materials, when you download the Materials, MGM grants you a limited, personal, non-transferable, non-assignable, revocable license to download and display the Materials on you web site and third party web sites and applications, provided that you adhere to the following terms and conditions of this Agreement:

a. You will not use the Materials for any commercial purpose. You may not use the Materials to advertise, promote or sell any merchandise, product or service, including, without limitation, any sweepstakes, contest, lottery, charitable purpose, game or other promotion.

b. You will not alter or modify the Materials in any way, except that you may crop images for size and edit footage for length so long as any such cropping or editing does not materially alter the image or footage in a way that could cause liability for MGM or otherwise distort or obscure the Materials.

c. You will not remove or obscure any copyright, trademark or other notices included on, or associated with, the Materials.

d. You will not include the Materials on any web site or application that includes gambling, indecent, pornographic, profane, sexually explicit, illegal, violent, degrading, hateful or other content that is otherwise objectionable or that could negatively impact MGM or Stargate, in MGM's sole discretion

e. You will not represent tha tyour web site or application is endorsed or approved by or affiliated with MGM or that any other content on your web site or application is endorsed or approved by or affiliated with MGM. In addition, you will not falsely stat or otherwise misrepresent your affiliation with MGM.

f. You will not combine the Materials with other materials in a manner that creates a new combined work.

g. You will abide by all rules, regulations and agreements in a manner that creates a new combined work.

h. You will not make the Materials available for redistribution or download, you will not charge for access to the Materials (either rental or for a fee) and you will not make the Materials available on a network.

i. If you describe the posted Materials, you will only do so in a positive manner.

j. You acknowledge and agree that you will not acquire or claim any rights in the Materials or aid or abet anyone else in doing so.

2. The Materials are provided on an "as is" and "with all faults" basis without any warranty, representation or guarantee, express or implied, in fact or in law, including, without limitation, the warranties of quality, merchantability or fitness for a particular purpose.

3. The Materials remain the exclusive property of MGM. All rights in the Materials are hereby reserved by MGM.

4. Any misuse of the Materials or breach of this Agreement will cause MGM irreparable harm. You agree to indemnify and hold MGM harmless for any liablity arising out of your breach of this Agreement. MGM reserves the right to exclusively control the defense or settlement of any claims. In any event, you will not settle any claims without MGM's prior written approval.

5. MGM reserves the right to revoke this limited license at any time, for any reasons, and at the sole discretion of MGM and you agree to immediately remove the Materials from any web site or application to which you posted the Materials at any time upon MGM's request.